exv10w01






EXHIBIT 10.01




AMENDMENT
NO. 1 TO SECOND AMENDED AND RESTATED

CREDIT AGREEMENT




     AMENDMENT dated as of December 23, 2009 to the Second Amended and Restated Credit Agreement
dated as of October 24, 2008 (the “Credit Agreement”) among MARTIN MARIETTA MATERIALS, INC., the
LENDERS listed on the signature pages thereof and JPMORGAN CHASE BANK, N.A., as Administrative
Agent, and BANK OF AMERICA, N.A., BRANCH BANKING AND TRUST COMPANY, WACHOVIA BANK, NATIONAL
ASSOCIATION and WELLS FARGO BANK, N.A., as Co-Syndication Agents.



     The parties hereto agree to amend the Credit Agreement as follows:



     Section 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein that is defined in the Credit Agreement has the meaning
assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein”
and “hereby” and each other similar reference and each reference to “this Agreement” and each other
similar reference contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.



     Section 2. Amendment to Leverage Ratio. The first paragraph of Section 5.09 is amended to
read in its entirety as follows:




     Section 5.09. Leverage Ratio. The Leverage Ratio shall not exceed (i) 3.25 to 1.00
as of the end of any fiscal quarter ending on or prior to September 30, 2009, (ii) 3.75 to
1.00 as of December 31, 2009 or March 31, 2010 and (iii) 3.50 to 1.00 as of the end of any
fiscal quarter ending on or after June 30, 2010; provided that if (i) Consolidated Debt
has increased in connection with a Specified Acquisition, (ii) as a consequence of such
Specified Acquisition, the rating of long-term unsecured debt of the Borrower has not been
suspended, withdrawn or fallen below BBB by Standard & Poor’s (a division of The
McGraw-Hill Companies, Inc.) or Baa2 by Moody’s Investors Service, Inc. and (iii) the
Administrative Agent has received a Specified Acquisition Notice within 10 days of
consummation of such Specified Acquisition, then, for a period of 180 consecutive days
following the consummation of such Specified Acquisition, the additional Consolidated Debt
in connection with such Specified Acquisition shall be excluded from Consolidated Debt for
purposes of calculating the Leverage Ratio, but only if the Leverage Ratio calculated
without such exclusion at no time during such 180-day period exceeds the otherwise
applicable maximum ratio set forth above modified to increase the numerator by 0.25.



     Section 3. Pricing Increase.



 









 







     (a) Section 1.01 is amended by the addition of the following defined term:




          “Base Rate Margin” means the percentage determined in accordance with the Pricing
Schedule.




     (b) Section 2.07(a) is amended to read in its entirety as follows:




     Section 2.07. Interest Rates. (a) Each Base Rate Loan shall bear interest on the
outstanding principal amount thereof, for each day from the date such Loan is made until
it becomes due, at a rate per annum equal to the sum of the Base Rate plus the Base Rate
Margin for such day. Such interest shall be payable at maturity, quarterly in arrears on
each Quarterly Date prior to maturity and, with respect to the principal amount of any
Base Rate Loan converted to a Euro-Dollar Loan, on the date of such conversion. Any
overdue principal of or interest on any Base Rate Loan shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate
otherwise applicable to Base Rate Loans for such day.




     (c) The Pricing Schedule attached to the Credit Agreement (the “Existing Pricing
Schedule”) is deleted and replaced by the Pricing Schedule attached to this Amendment (the
“New Pricing Schedule”). The New Pricing Schedule shall apply to interest and fees accruing
under the Credit Agreement on and after the Amendment Effective Date. The Existing Pricing
Schedule shall continue to apply to interest and fees accruing under the Credit Agreement
prior to the Amendment Effective Date.



     Section 4. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the
Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Default will
have occurred and be continuing on such date.



     Section 5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.



     Section 6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.



     Section 7. Effectiveness. This Amendment shall become effective as of the
date hereof on the date when the following conditions are met (the “Amendment Effective Date”):



 









 






     (a) the Administrative Agent shall have received from each of the Borrower and the
Required Lenders a counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Administrative Agent) that such party has signed a
counterpart hereof; and




     (b) the Administrative Agent shall have received an amendment fee for the account of
each Lender that shall have submitted an executed counterpart hereof to the Administrative
Agent on or prior to the Amendment Effective Date as contemplated by clause (a) above in an
amount equal to 0.08% of the Commitment of such Lender.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 
	 

	 	MARTIN MARIETTA MATERIALS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Anne H. Lloyd
	 

	 	 	 	 
	 

	 	 	 	Name: Anne H. Lloyd

Title:   Executive Vice President, CFO
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	JPMORGAN CHASE BANK, N.A.,

     as Administrative Agent and as Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Anthony W. White
	 

	 	 	 	 
	 

	 	 	 	Name: Anthony W. White

Title:   Vice President






 









 






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 

	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kathleen Reedy
	 

	 	 	 	 
	 

	 	 	 	Name: Kathleen Reedy

Title:   Managing Director






 









 






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 

	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Hitchens
	 

	 	 	 	 
	 

	 	 	 	Name: Scott Hitchens

Title:   Vice President






 









 






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 

	 	CITIBANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Marni McManus
	 

	 	 	 	 
	 

	 	 	 	Name: Marni McManus

Title:   Director






 









 






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 

	 	BRANCH BANKING AND TRUST COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jack Frost
	 

	 	 	 	 
	 

	 	 	 	Name: Jack Frost

Title:   Senior Vice President






 









 






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 

	 	WELLS FARGO BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kathleen Reedy
	 

	 	 	 	 
	 

	 	 	 	Name: Kathleen Reedy

Title:   Managing Director






 









 






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 

	 	NORTHERN TRUST COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John C. Canty
	 

	 	 	 	 
	 

	 	 	 	Name: John C. Canty

Title:   Senior Vice President






 









 






PRICING SCHEDULE




     Each of “Facility Fee Rate”, “Base Rate Margin”, “Euro-Dollar Margin” and “Letter of Credit
Fee Rate” means, for any day, the rate set forth below (in basis points per annum) in the row
opposite such term and in the column corresponding to the Pricing Level that apply for such day:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pricing Level	 	Level I	 	 	Level II	 	 	Level III	 	 	Level IV	 	 	Level V	 
	Facility Fee Rate
	 	 	20.0	 	 	 	25.0	 	 	 	30.0	 	 	 	37.5	 	 	 	50.0	 
	Base Rate Margin
	 	 	30.0	 	 	 	75.0	 	 	 	107.5	 	 	 	150.0	 	 	 	187.5	 
	Euro-Dollar Margin
	 	 	130.0	 	 	 	175.0	 	 	 	207.5	 	 	 	250.0	 	 	 	287.5	 
	Letter of Credit Fee Rate
	 	 	130.0	 	 	 	175.0	 	 	 	207.5	 	 	 	250.0	 	 	 	287.5	 
	Utilization Fee
	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 






     For purposes of this Schedule, the following terms have the following meanings, subject to the
further provisions of this Schedule:



     “Level I Pricing” applies at any date if, at such date, the Borrower’s long-term debt is rated
A or higher by S&P or A2 or higher by Moody’s.



     “Level II Pricing” applies at any date if, at such date, (i) the Borrower’s long-term debt is
rated A- or higher by S&P or A3 or higher by Moody’s and (ii) Level I Pricing does not exist.



     “Level III Pricing” applies at any date if, at such date, (i) the Borrower’s long-term debt is
rated BBB+ or higher by S&P or Baa1 or higher by Moody’s and (ii) neither Level I Pricing nor Level
II Pricing exists.



     “Level IV Pricing” applies at any date if, at such date, (i) the Borrower’s long-term debt is
rated BBB or higher by S&P or Baa2 or higher by Moody’s and (ii) none of Level I Pricing, Level II
Pricing and Level III Pricing exists.



     “Level V Pricing” applies at any date if, at such date, no other Pricing Level applies.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Pricing Level” refers to the determination of which of Level I, Level II, Level III, Level IV
or Level V applies at any date.



     “S&P” means Standard & Poor’s (a division of The McGraw-Hill Companies, Inc.).



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     The credit ratings to be utilized for purposes of this Schedule are those assigned to the
senior unsecured long-term debt securities of the Borrower without third-party credit enhancement,
and any rating assigned to any other debt security of the Borrower shall be disregarded. In the
case of split ratings from Moody’s and S&P, the Pricing Level will be determined as if both S&P and
Moody’s assigned ratings one notch higher than the lower of the two. The ratings in effect for any
day are those in effect at the close of business on such day. The ratings in effect for any day
are those in effect at the close of business on such day, and the Euro-Dollar Margin and Facility
Fee Rate may change from time to time during any Interest Period as a result of changes in the
Pricing Level during such Interest Period.




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